UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
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Explanatory Note
On June 30, 2025, TuHURA Biosciences, Inc., a Nevada corporation (“TuHURA”), completed the previously announced acquisition contemplated by the Agreement and Plan of Merger, dated December 11, 2024, as amended by that certain First Amendment to Agreement and Plan of Merger, dated May 5, 2025 (as amended, the “Merger Agreement”), by and among TuHURA, Hura Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of TuHURA (“Merger Sub I”), Hura Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of TuHURA (“Merger Sub II”), Kineta, Inc., a Delaware corporation (“Kineta”), and Craig Philips, solely in his capacity as the representative, agent and attorney-in-fact of the stockholders of Kineta. Pursuant to the terms of the Merger Agreement, among other things, (a) Merger Sub I merged with and into Kineta (the “First Merger”), with Kineta being the surviving corporation of the First Merger, also known as the “Surviving Entity” and (b) immediately following the First Merger, the Surviving Entity merged with and into Merger Sub II (the “Second Merger”, and together with the First Merger, the “Mergers”), with Merger Sub II being the surviving company of the Second Merger.
TuHURA filed a Current Report on Form 8-K in connection with the Mergers on June 30, 2025 (the “Original Report”). This Current Report on Form 8-K/A (this “Amendment”) amends the Original Report to amend and supplement Item 9.01 of the Original Report. Except as provided herein, the disclosures made in the Original Report remain unchanged.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired
| • | Pursuant to General Instruction B.3 of Form 8-K, the consolidated balance sheets of the acquired company, Kineta, as of December 31, 2024 and 2023, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years ended December 31, 2024 and 2023, and the related notes, are not required in the Original Report, as amended by this Amendment, because “substantially the same” financial statements were previously filed in TuHURA’s Registration Statement on Form S-4 (File No. 333-284787), initially filed on February 7, 2025, as amended, and declared effective by the Securities Exchange Commission on May 14, 2025. |
| • | The unaudited consolidated balance sheets of Kineta as of March 31, 2025 and December 31, 2024, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the three months ended March 31, 2025 and 2024, and the related notes, are attached as Exhibit 99.1 to this Amendment and incorporated by reference herein. |
(b) Pro forma financial information.
The following unaudited pro forma financial information of TuHURA is attached as Exhibit 99.2 to this Amendment and incorporated by reference herein:
| • | Unaudited Pro Forma Condensed Combined Balance Sheet for TuHURA as of March 31, 2025, on a pro forma basis as if the Mergers and TuHURA’s previously announced reverse merger with Kintara Therapeutics, Inc. that closed on October 18, 2024 (the “Kintara Merger”, and together with the Mergers, the “Transactions”) had been consummated on March 31, 2025. |
| • | Unaudited Pro Forma Condensed Combined Statements of Operations for TuHURA for the three months ended March 31, 2025, on a pro forma basis as if the Transactions had been consummated on March 31, 2025. |
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for TuHURA for the year ended December 31, 2024, on a pro forma basis as if the Transactions had been consummated on January 1, 2024. |
| • | Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements. |
(d) Exhibits.
The following documents are filed herewith as exhibits to this Amendment:
| Exhibit No. |
Description | |
| 99.1 | Unaudited Consolidated Financial Statements of Kineta, Inc. as of and for the three months ended March 31, 2025 | |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Information of TuHURA Biosciences, Inc. as of and for the three months ended March 31, 2025 and for the year ended December 31, 2024 | |
| 104 | Cover page interactive data file (embedded within the inline XBRL document | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TUHURA BIOSCIENCES, INC. | ||||||
| Date: August 12, 2025 | By: | /s/ Dan Dearborn | ||||
| Name: | Dan Dearborn | |||||
| Title: | Chief Financial Officer | |||||